Takeovers Panel rejects Whitehaven's application to discount activist investor vote
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More news: The Takeovers Panel has declined Whitehaven's interim orders application in an update released on Wednesday afternoon. It means Bell Rock's vote will be counted on various resolutions and recorded during the company's annual general meeting.
"A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application," the Panel said in a statement.
Whitehaven's AGM is scheduled for 10am on Thursday.
Whitehaven alleges Bell Rock failed to disclose full holding
The news: Whitehaven Coal has written to the federal government's Takeover Panel alleging activist investor Bell Rock failed to disclose its total interest in the company. The coal miner has requested that unless resolved, Bell Rock's votes at its Thursday AGM be discounted.
The numbers: Whitehaven accused the London hedge fund of misleading shareholders when claiming it held less than 5% of WHC stock. Whitehaven's application to the takeover board says Bell Rock effectively held 11% through additional derivative stock.
In maintaining a stake below the 5% substantial holding threshold, activist investors do not have the same disclosure obligations as larger shareholders.
The context: Bell Rock has been fighting a months-long campaign against Whitehaven's acquisition of two BHP metallurgical coal mines, Daunia and Blackwater.
While Whitehaven's acquisition was successful and the transaction is due to be finalised in the middle of next year, Bell Rock is still looking to make its discontent heard at the company's AGM on 26 October.
It is voting – and encouraging others to vote – against Whitehaven's remuneration report, the granting of rights to CEO Paul Flynn, the election of directors Raymond Zage, Nicole Brook, and Wallis Graham. It is also campaigning for the reintroduction of the company buyback program.
What they said: According to a release from the Takeovers Panel, "Whitehaven seeks interim orders that (in summary) Bell Rock discloses the derivative interest it holds in Whitehaven shares and that unless such disclosure is made, the votes cast on the Whitehaven shares in which Bell Rock has a relevant interest be disregarded at Whitehaven's upcoming annual general meeting."
The update: The Takeovers Panel has declined Whitehaven's interim orders application in an update released on Wednesday afternoon. It means Bell Rock's vote will be counted on various resolutions and recorded during the company's annual general meeting.
"A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application," the Panel said in a statement.
Whitehaven's AGM is scheduled for 10am on Thursday.
Whitehaven and Bell Rock were contacted for comment.
The source: Takeovers Panel Statement
